Rubicon Announces Receipt for Amended and Restated Preliminary Prospectus08:59 EDT Monday, September 20, 2010
/NOT FOR RELEASE OVER U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, Sept. 20 /CNW/ - Rubicon Minerals Corporation ("Rubicon"
or the "Company") (TSX: RMX and NYSE Amex: RBY) announced
today that a receipt dated September 17, 2010 has been issued by the
British Columbia securities commission for the amended and restated
preliminary short form prospectus ("Amended Preliminary
Prospectus") filed by Rubicon in accordance with National Instrument
44-101 in all the provinces of Canada except Quebec in connection with
the previously announced overnight-marketed secondary offering (the
"Offering") by Evanachan Limited and McEwen Trading LP (the "Selling
Shareholders"), entities owned or controlled by Robert R. McEwen, of
45,714,357 common shares of Rubicon owned by the Selling Shareholders.
The Amended Preliminary Prospectus was filed to update certain
information contained in the preliminary short form prospectus filed by
Rubicon on September 16, 2010 to disclose, among other things, the
pricing and other terms of the underwriting agreement ("Underwriting
Agreement") entered into on September 17, 2010 by GMP Securities LP
("GMP"), the Selling Shareholders and Rubicon. Pursuant to the terms of
the Underwriting Agreement, GMP has agreed to purchase a total of
45,714,357 common shares of Rubicon (the "Common Shares")
from the Selling Shareholders at a price of C$4.16 per Common Share for
aggregate gross proceeds to the Selling Shareholders of approximately
C$190,171,725.
Closing is expected to occur on or about October 5, 2010 and is subject
to customary closing conditions, including the issuance of a receipt for
the final short form prospectus and approval of the Toronto Stock
Exchange and NYSE Amex Equities.
Upon completion of the Offering, the Selling Shareholders will own no
Common Shares of the Company. Rubicon is not issuing any securities
under the Offering and, accordingly, will not receive any proceeds
therefrom. No treasury or previously issued securities of Rubicon, other
than the Common Shares owned by the Selling Shareholders, are being
qualified under the Offering.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company in any
jurisdiction in which such offer, solicitation of sale would be
unlawful. The securities being offered and sold by the Selling
Shareholders have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any U.S. state securities laws and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S.
persons, except in compliance with the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws or
pursuant to an exemption therefrom.
The Toronto Stock Exchange and the NYSE Amex Equities have not
reviewed and do not accept responsibility for the accuracy or adequacy
of this press release..
Forward Looking Statements
This news release contains statements that constitute
"forward-looking statements" within the meaning of Section 21E of the
United States Securities Exchange Act of 1934 and "forward looking
information" within the meaning of applicable Canadian provincial
securities legislation (collectively, "forward-looking statements") .
Forward-looking statements often, but not always, are identified by the
use of words such as "seek", "anticipate", "believe", "plan",
"estimate", "expect", "targeting" and "intend" and statements that an
event or result "may", "will", "should", "could", or "might" occur or be
achieved and other similar expressions.
The forward-looking statements that are contained in this news
release are based on various assumptions and estimates by Rubicon
Minerals Corporation (the "Company") and involve a number of risks and
uncertainties. As a consequence, actual results might differ materially
from results forecast or suggested in these forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the actual
results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed
or implied by the forward-looking statements. Factors that could cause
the actual results to differ include the possibility that the samples do
not reflect the metallurgy of the entire property (known as "sampling
error"), market prices, results of exploration, availability of capital
and financing on acceptable terms, inability to obtain required
regulatory approvals, unanticipated difficulties or costs in any
rehabilitation which may be necessary, market conditions and general
business, economic, competitive, political and social conditions. These
statements are based on a number of assumptions, including that the
samples are representative of the metallurgy of the entire property, as
well as assumptions regarding general market conditions, timing and
receipt of regulatory approvals, the ability of the Company and other
relevant parties to satisfy regulatory requirements, the availability of
financing for proposed transactions and programs on reasonable terms and
the ability of third-party service providers to deliver services in a
timely manner. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from those
expressed or implied in forward-looking statements, there may be other
factors which cause actual results to differ.
Forward-looking statements contained herein are made as of the date
of this news release and the Company disclaims any obligation to update
any forward-looking statements, whether as a result of new information,
future events or results or otherwise, except as required by applicable
securities laws. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements.
For further information: <p align="justify"><u>For a copy of the Amended Preliminary Prospectus please contact:<br/>Bill Cavalluzzo, VP-Investor Relations<br/>Toll free: 1.866.365.4706<br/>E-mail:</u><a href="mailto:bcavalluzzo@rubiconminerals.com">bcavalluzzo@rubiconminerals.com<br/></a><a href="http://www.rubiconminerals.com">www.rubiconminerals.com</a></p> <p align="justify"><u>Rubicon Minerals Corporation<br/>Suite 1540-800 West Pender Street<br/>Vancouver BC, Canada<br/>V6C 2V6</u></p>

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